Transition Metals Corp. — Capital/Financing Update 2026

May 16, 2026

FORM 51-102F3

MATERIAL CHANGE REPORT

1. Name and Address of Company
   Transition Metals Corp. (the “Company”)
   9 - 1351C Kelly Lake Road
   Sudbury, ON P3E 5P5

2. Date of Material Change
   May 7, 2026

3. News Release
   A News Release disclosing the material change was issued by the Company through Newsfile Corp. on May 7, 2026. A copy of the news release has been filed on SEDAR and is available at www.sedar.com.

4. Summary of Material Change
   The Company announced it has closed its previously announced non-brokered private placement (“the Offering”).

5.1 Full Description of Material Change
The Offering consisted of a total of 5,381,250 Flow Through Units ("FT Units") for gross proceeds of $618,844. The FT Units consist of one common share ("Common Share") and a half of one Common Share purchase warrant (each whole warrant, a "Warrant"). Each Warrant entitles the holder to purchase one additional Common Share at an exercise price of $0.115 for a period of 18 months from closing. The FT Units are intended to be donated to a charity by the purchaser(s) and subsequently sold to backend buyers for $0.08 per FT Unit.

A finder's fee was paid in connection with the Offering to finders that included Haywood Securities Inc. and StephenAvenue Securities Inc. (collectively the "Finders") and consisted of cash fees in the aggregate amount of $16,500 representing an aggregate commission of 6% of the FT Units sold to investors introduced by the Finders. In addition, a total of 206,250 broker warrants ("Broker Warrants") were issued to the Finders. Each Broker Warrant entitles the holder to purchase one Common Share at an exercise price of $0.115 for a period of 18 months from closing.

The proceeds will be used to carry out exploration at the Company's Gowganda Gold and Saturday Night projects in Ontario, Canada. Fifty percent (50%) of the proceeds from the FT Units will qualify as Canadian Critical Metals Exploration Expenses.

The securities issued in connection with the Offering, including any Common Shares issued upon exercise of the Warrants or the Broker Warrants wi I be subject to a four-month restricted resale period and applicable securities legislation hold periods outside of Canada from the closing date. Completion of the Offering wi I be subject to al necessary approvals, including the approval of the TSX Venture Exchange.

5.2 Disclosure of Restructuring Transactions
Not applicable.

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• Reliance on subsection 7.1(2) of National Instrument 51-102
  Not applicable.

• Omitted Information
  Not applicable.

• Executive Officer
  Scott McLean
  President and Chief Executive Officer
  Phone: 705-677-1777

• Date of Report
  May 15, 2026